How much is PTC receiving for the ThingWorx and Kepware businesses?

PTC will receive $600,000,000 in cash at closing, subject to adjustments for working capital versus a specified target, indebtedness of the Business, a $35 million reduction if certain financial performance metrics are not achieved in the month before closing, and a reduction based on average billed accounts receivable for the four quarters ending June 30, 2025. The buyer will also assume certain specified liabilities and may pay up to $125,000,000 in contingent consideration in certain circumstances following a later sale by the buyer.

When is the transaction expected to close?

Closing will occur on the later of February 1, 2026 and the second business day after closing conditions are satisfied or waived, though either party may delay closing to the last day of a calendar month in certain circumstances.

What conditions must be met before the sale can close?

Closing requires expiration or termination of any required Hart-Scott-Rodino waiting periods, receipt of certain foreign regulatory approvals, the absence of any prohibiting injunction or judgment, and, subject to exceptions, accuracy of representations and warranties and compliance with covenants. The transaction is not subject to a financing condition or PTC shareholder approval.

What happens if the deal is not completed on time?

Either party may terminate the agreement if the transaction has not been completed by August 5, 2026. If on that date only certain required regulatory approvals remain unsatisfied while all other closing conditions are met or waived, the outside date automatically extends to November 5, 2026. A party whose own breach primarily caused the delay cannot use the termination right.

What restrictions will PTC face after the sale?

For three years following closing, neither PTC nor any of its subsidiaries will engage in certain specified competitive businesses, subject to exceptions set out in the Purchase Agreement. Until closing, PTC must use reasonable best efforts to operate the Business in the ordinary course and comply with specified operating covenants.

PTC 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed November 5, 2025. Cited figures are marked; the original filing is the authoritative source.

On November 5, 2025, PTC Inc. entered into an Asset Purchase Agreement with Parrot US Buyer, L.P., an entity controlled by investment funds affiliated with TPG Global, LLC, to sell its ThingWorx and Kepware businesses (together, the "Business").

PTC will receive $600,000,000^a in cash at closing, subject to adjustments for working capital versus a target, indebtedness of the Business, a $35 million reduction if certain financial performance metrics are not achieved in the month before closing, and a reduction tied to average billed accounts receivable for the four quarters ending June 30, 2025. The buyer will also assume certain specified liabilities of the Business and may pay contingent consideration of up to $125,000,000 in certain circumstances following a subsequent sale of the Business by the buyer. Closing is subject to expiration or termination of Hart-Scott-Rodino waiting periods, certain foreign regulatory approvals, the absence of any blocking injunction, and accuracy of representations and compliance with covenants, subject to exceptions.

The closing will occur on the later of February 1, 2026 and the second business day after closing conditions are satisfied or waived, with certain delays permitted to the last day of a calendar month. The transaction is not subject to a financing condition or PTC shareholder approval. Either party may terminate if closing has not occurred by August 5, 2026, which automatically extends to November 5, 2026 if only required regulatory approvals remain outstanding.

The agreement includes customary representations, warranties, and interim operating covenants, a three-year non-compete on PTC and its subsidiaries in certain specified competitive businesses following closing, and customary indemnification between the parties. PTC states the sale is part of portfolio simplification, and the filing lists the full agreement as Exhibit 10.1, with schedules omitted under Item 601(a)(5) of Regulation S-K.

02—Key points

Key Highlights

PTC agreed to sell its ThingWorx and Kepware businesses to Parrot US Buyer, L.P., an entity controlled by investment funds affiliated with TPG Global, LLC.
Base cash consideration is $600,000,000, payable at closing, subject to working capital, indebtedness, performance-metric ($35 million), and accounts receivable adjustments.
The buyer will also assume certain specified liabilities of the Business and may pay contingent consideration of up to $125,000,000 in certain circumstances after a later sale by the buyer.
Closing is expected no earlier than February 1, 2026 and is subject to HSR Act clearance, certain foreign regulatory approvals, and other customary conditions; there is no financing condition or PTC shareholder vote.
Either party may terminate if the deal has not closed by August 5, 2026, with an automatic extension to November 5, 2026 if only required regulatory approvals remain outstanding.
For three years after closing, PTC and its subsidiaries are restricted from engaging in certain specified competitive businesses, subject to exceptions.
The filing describes the transaction as part of portfolio simplification, and the full agreement is filed as Exhibit 10.1.

03—Questions

Frequently Asked Questions

How much is PTC receiving for the ThingWorx and Kepware businesses?
PTC will receive $600,000,000 in cash at closing, subject to adjustments for working capital versus a specified target, indebtedness of the Business, a $35 million reduction if certain financial performance metrics are not achieved in the month before closing, and a reduction based on average billed accounts receivable for the four quarters ending June 30, 2025. The buyer will also assume certain specified liabilities and may pay up to $125,000,000 in contingent consideration in certain circumstances following a later sale by the buyer.
When is the transaction expected to close?
Closing will occur on the later of February 1, 2026 and the second business day after closing conditions are satisfied or waived, though either party may delay closing to the last day of a calendar month in certain circumstances.
What conditions must be met before the sale can close?
Closing requires expiration or termination of any required Hart-Scott-Rodino waiting periods, receipt of certain foreign regulatory approvals, the absence of any prohibiting injunction or judgment, and, subject to exceptions, accuracy of representations and warranties and compliance with covenants. The transaction is not subject to a financing condition or PTC shareholder approval.
What happens if the deal is not completed on time?
Either party may terminate the agreement if the transaction has not been completed by August 5, 2026. If on that date only certain required regulatory approvals remain unsatisfied while all other closing conditions are met or waived, the outside date automatically extends to November 5, 2026. A party whose own breach primarily caused the delay cannot use the termination right.
What restrictions will PTC face after the sale?
For three years following closing, neither PTC nor any of its subsidiaries will engage in certain specified competitive businesses, subject to exceptions set out in the Purchase Agreement. Until closing, PTC must use reasonable best efforts to operate the Business in the ordinary course and comply with specified operating covenants.

04—Continue

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